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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-04894
FRANKLIN MANAGED TRUST
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(Exact name of registrant as specified in charter)
ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
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(Address of principal executive offices) (Zip code)
CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
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(Name and address of agent for service)
Registrant's telephone number, including area code: (650) 312-2000
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Date of fiscal year end: 9/30
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Date of reporting period: 6/30/08
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ITEM 1. PROXY VOTING RECORDS.
======================== FRANKLIN RISING DIVIDENDS FUND ========================
ABM INDUSTRIES INCORPORATED
Ticker: ABM Security ID: 000957100
Meeting Date: MAR 4, 2008 Meeting Type: Annual
Record Date: FEB 1, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Anthony G. Fernandes For For Management
1.2 Elect Director Maryellen C. Herringer For For Management
2 Ratify Auditors For For Management
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AFLAC INCORPORATED
Ticker: AFL Security ID: 001055102
Meeting Date: MAY 5, 2008 Meeting Type: Annual
Record Date: FEB 27, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Daniel P. Amos For For Management
1.2 Elect Director John Shelby Amos, II For For Management
1.3 Elect Director Paul S. Amos, II For For Management
1.4 Elect Director Yoshiro Aoki For For Management
1.5 Elect Director Michael H. Armacost For For Management
1.6 Elect Director Kriss Cloninger, III For Withhold Management
1.7 Elect Director Joe Frank Harris For For Management
1.8 Elect Director Elizabeth J. Hudson For For Management
1.9 Elect Director Kenneth S. Janke, Sr. For Withhold Management
1.10 Elect Director Douglas W. Johnson For For Management
1.11 Elect Director Robert B. Johnson For For Management
1.12 Elect Director Charles B. Knapp For For Management
1.13 Elect Director E. Stephen Purdom For For Management
1.14 Elect Director Barbara K. Rimer For For Management
1.15 Elect Director Marvin R. Schuster For For Management
1.16 Elect Director David Gary Thompson For For Management
1.17 Elect Director Robert L. Wright For For Management
2 Increase Authorized Common Stock For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
5 Ratify Auditors For For Management
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ALBERTO-CULVER CO.
Ticker: ACV Security ID: 013078100
Meeting Date: JAN 24, 2008 Meeting Type: Annual
Record Date: NOV 30, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas A. Dattilo For For Management
1.2 Elect Director Jim Edgar For Withhold Management
1.3 Elect Director Sam J. Susser For Withhold Management
2 Amend Stock Option Plan For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Amend Executive Incentive Bonus Plan For For Management
5 Amend Restricted Stock Plan For For Management
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AMERICAN INTERNATIONAL GROUP, INC.
Ticker: AIG Security ID: 026874107
Meeting Date: MAY 14, 2008 Meeting Type: Annual
Record Date: MAR 28, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Stephen F. Bollenbach For For Management
2 Elect Director Martin S. Feldstein For For Management
3 Elect Director Ellen V. Futter For For Management
4 Elect Director Richard C. Holbrooke For For Management
5 Elect Director Fred H. Langhammer For For Management
6 Elect Director George L. Miles, Jr. For Against Management
7 Elect Director Morris W. Offit For Against Management
8 Elect Director James F. Orr, III For For Management
9 Elect Director Virginia M. Rometty For For Management
10 Elect Director Martin J. Sullivan For For Management
11 Elect Director Michael H. Sutton For Against Management
12 Elect Director Edmund S.W. Tse For For Management
13 Elect Director Robert B. Willumstad For For Management
14 Ratify Auditors For Against Management
15 Report on Human Rights Policies Relating Against Against Shareholder
to Water Use
16 Report on Political Contributions Against Against Shareholder
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ARTHUR J. GALLAGHER & CO.
Ticker: AJG Security ID: 363576109
Meeting Date: MAY 13, 2008 Meeting Type: Annual
Record Date: MAR 17, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Elbert O. Hand For For Management
1.2 Elect Director Kay W. Mccurdy For Withhold Management
1.3 Elect Director Norman L. Rosenthal For For Management
2 Ratify Auditors For For Management
3 Reduce Supermajority Vote Requirement For For Management
4 Declassify the Board of Directors For For Management
5 Approve Director Liability For For Management
6 Amend Certificate of Incorporation For For Management
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BECTON, DICKINSON AND COMPANY
Ticker: BDX Security ID: 075887109
Meeting Date: JAN 29, 2008 Meeting Type: Annual
Record Date: DEC 7, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Basil L. Anderson For For Management
1.2 Elect Director Marshall O. Larsen For For Management
1.3 Elect Director Gary A. Mecklenburg For For Management
1.4 Elect Director Cathy E. Minehan For For Management
1.5 Elect Director Alfred Sommer For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors Against For Shareholder
4 Provide for Cumulative Voting Against For Shareholder
5 Report on Product Safety Against Against Shareholder
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BEMIS COMPANY, INC.
Ticker: BMS Security ID: 081437105
Meeting Date: MAY 1, 2008 Meeting Type: Annual
Record Date: MAR 3, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward N. Perry For For Management
1.2 Elect Director William J. Scholle For Withhold Management
1.3 Elect Director Timothy M. Manganello For For Management
1.4 Elect Director Philip G. Weaver For For Management
1.5 Elect Director Henry J. Theisen For For Management
2 Ratify Auditors For For Management
3 Report on Pay Disparity Against Against Shareholder
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CARLISLE COMPANIES INC.
Ticker: CSL Security ID: 142339100
Meeting Date: APR 21, 2008 Meeting Type: Annual
Record Date: FEB 25, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert G. Bohn For For Management
1.2 Elect Director Peter L.A. Jamieson For For Management
1.3 Elect Director Peter F. Krogh For For Management
1.4 Elect Director Anthony W. Ruggiero For Withhold Management
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CINTAS CORP.
Ticker: CTAS Security ID: 172908105
Meeting Date: OCT 23, 2007 Meeting Type: Annual
Record Date: AUG 24, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gerald S. Adolph For For Management
1.2 Elect Director Paul R. Carter For For Management
1.3 Elect Director Gerald V. Dirvin For For Management
1.4 Elect Director Richard T. Farmer For For Management
1.5 Elect Director Scott D. Farmer For For Management
1.6 Elect Director Joyce Hergenhan For For Management
1.7 Elect Director Roger L. Howe For For Management
1.8 Elect Director Robert J. Kohlhepp For For Management
1.9 Elect Director David C. Phillips For For Management
2 Ratify Auditors For For Management
3 Separate Chairman and CEO Positions Against Against Shareholder
4 Require a Majority Vote for the Election Against For Shareholder
of Directors
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COHU, INC.
Ticker: COHU Security ID: 192576106
Meeting Date: MAY 13, 2008 Meeting Type: Annual
Record Date: MAR 18, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert L. Ciardella For Withhold Management
1.2 Elect Director Charles A. Schwan For For Management
2 Ratify Auditors For For Management
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DONALDSON CO., INC.
Ticker: DCI Security ID: 257651109
Meeting Date: NOV 16, 2007 Meeting Type: Annual
Record Date: SEP 21, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William M. Cook For For Management
1.2 Elect Director Michael J. Hoffman For For Management
1.3 Elect Director Willard D. Oberton For For Management
1.4 Elect Director John P. Wiehoff For For Management
2 Ratify Auditors For For Management
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DOVER CORPORATION
Ticker: DOV Security ID: 260003108
Meeting Date: MAY 1, 2008 Meeting Type: Annual
Record Date: MAR 3, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director D. H. Benson For For Management
2 Elect Director R. W. Cremin For For Management
3 Elect Director T. J. Derosa For For Management
4 Elect Director J-P. M. Ergas For For Management
5 Elect Director P. T. Francis For For Management
6 Elect Directors K. C. Graham For For Management
7 Elect Director R. L. Hoffman For For Management
8 Elect Director J. L. Koley For For Management
9 Elect Director R. K. Lochridge For For Management
10 Elect Director B. G. Rethore For For Management
11 Elect Director M. B. Stubbs For Against Management
12 Elect Director M. A. Winston For For Management
13 Amend Executive Incentive Bonus Plan For For Management
14 Report on Sustainability Against Against Shareholder
15 Report on Climate Change Against Against Shareholder
16 Other Business For Against Management
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FAMILY DOLLAR STORES, INC.
Ticker: FDO Security ID: 307000109
Meeting Date: JAN 17, 2008 Meeting Type: Annual
Record Date: NOV 27, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark R. Bernstein For For Management
1.2 Elect Director Sharon Allred Decker For For Management
1.3 Elect Director Edward C. Dolby For For Management
1.4 Elect Director Glenn A. Eisenberg For For Management
1.5 Elect Director Howard R. Levine For For Management
1.6 Elect Director George R. Mahoney, Jr. For For Management
1.7 Elect Director James G. Martin For For Management
1.8 Elect Director Harvey Morgan For For Management
1.9 Elect Director Dale C. Pond For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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FANNIE MAE
Ticker: FNM Security ID: 313586109
Meeting Date: DEC 14, 2007 Meeting Type: Annual
Record Date: OCT 22, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen B. Ashley For Withhold Management
1.2 Elect Director Dennis R. Beresford For For Management
1.3 Elect Director Louis J. Freeh For For Management
1.4 Elect Director Brenda J. Gaines For For Management
1.5 Elect Director Karen N. Horn, Ph.D. For For Management
1.6 Elect Director Bridget A. Macaskill For For Management
1.7 Elect Director Daniel H. Mudd For For Management
1.8 Elect Director Leslie Rahl For For Management
1.9 Elect Director John C. Sites, Jr. For For Management
1.10 Elect Director Greg C. Smith For For Management
1.11 Elect Director H. Patrick Swygert For Withhold Management
1.12 Elect Director John K. Wulff For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
5 Restore or Provide for Cumulative Voting Against For Shareholder
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FREDDIE MAC
Ticker: FRE Security ID: 313400301
Meeting Date: JUN 6, 2008 Meeting Type: Annual
Record Date: MAR 31, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barbara T. Alexander For For Management
1.2 Elect Director Geoffrey T. Boisi For Withhold Management
1.3 Elect Director Michelle Engler For For Management
1.4 Elect Director Richard R. Glauber For Withhold Management
1.5 Elect Director Richard Karl Goeltz For Withhold Management
1.6 Elect Director Thomas S. Johnson For Withhold Management
1.7 Elect Director Jerome P. Kenney For For Management
1.8 Elect Director William M. Lewis, Jr. For For Management
1.9 Elect Director Nicolas P. Retsinas For For Management
1.10 Elect Director Stephen A. Ross For Withhold Management
1.11 Elect Director Richard F. Syron For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For Against Management
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GENERAL ELECTRIC CO.
Ticker: GE Security ID: 369604103
Meeting Date: APR 23, 2008 Meeting Type: Annual
Record Date: FEB 25, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director James I. Cash, Jr. For For Management
2 Elect Director William M. Castell For For Management
3 Elect Director Ann M. Fudge For For Management
4 Elect Director Claudio X. Gonzalez For Against Management
5 Elect Director Susan Hockfield For For Management
6 Elect Director Jeffrey R. Immelt For For Management
7 Elect Director Andrea Jung For For Management
8 Elect Director Alan G. Lafley For For Management
9 Elect Director Robert W. Lane For For Management
10 Elect Director Ralph S. Larsen For For Management
11 Elect Director Rochelle B. Lazarus For For Management
12 Elect Director James J. Mulva For For Management
13 Elect Director Sam Nunn For For Management
14 Elect Director Roger S. Penske For Against Management
15 Elect Director Robert J. Swieringa For For Management
16 Elect Director Douglas A. Warner III For For Management
17 Ratify Auditors For For Management
18 Provide for Cumulative Voting Against For Shareholder
19 Require Independent Board Chairman Against Against Shareholder
20 Claw-back of Payments under Restatements Against For Shareholder
21 Adopt Policy on Overboarded Directors Against Against Shareholder
22 Report on Charitable Contributions Against Against Shareholder
23 Report on Global Warming Against Against Shareholder
24 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
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GRACO INC.
Ticker: GGG Security ID: 384109104
Meeting Date: APR 25, 2008 Meeting Type: Annual
Record Date: FEB 25, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Patrick J. McHale For For Management
1.2 Elect Director Lee R. Mitau For For Management
1.3 Elect Director Marti Mortill For For Management
2 Ratify Auditors For For Management
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HILLENBRAND INDUSTRIES, INC.
Ticker: HB Security ID: 431573104
Meeting Date: FEB 8, 2008 Meeting Type: Annual
Record Date: DEC 17, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Patrick T. Ryan For For Management
1.2 Elect Director Ronald A. Malone For For Management
1.3 Elect Director Charles E. Golden For For Management
1.4 Elect Director W August Hillenbrand For For Management
1.5 Elect Director Joanne C. Smith For For Management
2 Ratify Auditors For For Management
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HILLENBRAND INDUSTRIES, INC.
Ticker: HB Security ID: 431573104
Meeting Date: MAR 13, 2008 Meeting Type: Special
Record Date: FEB 11, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Change Company Name For For Management
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LEGGETT & PLATT, INC.
Ticker: LEG Security ID: 524660107
Meeting Date: MAY 8, 2008 Meeting Type: Annual
Record Date: MAR 5, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Raymond F. Bentele For For Management
1.2 Elect Director Ralph W. Clark For For Management
1.3 Elect Director Robert Ted Enloe, III For For Management
1.4 Elect Director Richard T. Fisher For For Management
1.5 Elect Director Karl G. Glassman For For Management
1.6 Elect Director David S. Haffner For For Management
1.7 Elect Director Joseph W. McClanathan For For Management
1.8 Elect Director Judy C. Odom For For Management
1.9 Elect Director Maurice E. Purnell, Jr. For For Management
1.10 Elect Director Phoebe A. Wood For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For Against Management
4 Amend EEO Policy to Prohibit Against Against Shareholder
Discrimination based on Sexual
Orientation and Gender Identity
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MERCURY GENERAL CORP.
Ticker: MCY Security ID: 589400100
Meeting Date: MAY 14, 2008 Meeting Type: Annual
Record Date: MAR 17, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director George Joseph For For Management
1.2 Elect Director Charles E. McClung For For Management
1.3 Elect Director Donald R. Spuehler For For Management
1.4 Elect Director Richard E. Grayson For For Management
1.5 Elect Director Donald P. Newell For For Management
1.6 Elect Director Bruce A. Bunner For For Management
1.7 Elect Director Nathan Bessin For Withhold Management
1.8 Elect Director Michael D. Curtius For For Management
1.9 Elect Director Gabriel Tirador For For Management
2 Approve Executive Incentive Bonus Plan For For Management
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NORDSON CORP.
Ticker: NDSN Security ID: 655663102
Meeting Date: FEB 19, 2008 Meeting Type: Annual
Record Date: DEC 28, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen R. Hardis For For Management
1.2 Elect Director Joseph P. Keithley For For Management
1.3 Elect Director Mary G. Puma For Withhold Management
1.4 Elect Director William L. Robinson For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Executive Incentive Bonus Plan For For Management
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NUCOR CORP.
Ticker: NUE Security ID: 670346105
Meeting Date: MAY 9, 2008 Meeting Type: Annual
Record Date: MAR 11, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter C. Browning For For Management
1.2 Elect Director Victoria F. Haynes For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Require a Majority Vote for the Election Against For Shareholder
of Directors
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OLD REPUBLIC INTERNATIONAL CORP.
Ticker: ORI Security ID: 680223104
Meeting Date: MAY 23, 2008 Meeting Type: Annual
Record Date: MAR 20, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Leo E. Knight, Jr. For Withhold Management
1.2 Elect Director William A. Simpson For Withhold Management
1.3 Elect Director Arnold L. Steiner For Withhold Management
1.4 Elect Director Fredricka Taubitz For Withhold Management
1.5 Elect Director Aldo C. Zucaro For For Management
2 Ratify Auditors For For Management
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PEOPLES BANCORP INC.
Ticker: PEBO Security ID: 709789101
Meeting Date: APR 10, 2008 Meeting Type: Annual
Record Date: FEB 11, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark F. Bradley For For Management
1.2 Elect Director Frank L. Christy For For Management
1.3 Elect Director Theodore P. Sauber For For Management
1.4 Elect Director Joseph H. Wesel For For Management
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PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 24, 2008 Meeting Type: Annual
Record Date: FEB 28, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Dennis A. Ausiello For For Management
2 Elect Director Michael S. Brown For For Management
3 Elect Director M. Anthony Burns For For Management
4 Elect Director Robert N. Burt For For Management
5 Elect Director W. Don Cornwell For For Management
6 Elect Director William H. Gray, III For For Management
7 Elect Director Constance J. Horner For For Management
8 Elect Director William R. Howell For For Management
9 Elect Director James M. Kilts For For Management
10 Elect Director Jeffrey B. Kindler For For Management
11 Elect Director George A. Lorch For For Management
12 Elect Director Dana G. Mead For For Management
13 Elect Director Suzanne Nora Johnson For For Management
14 Elect Director William C. Steere, Jr. For For Management
15 Ratify Auditors For For Management
16 Prohibit Executive Stock-Based Awards Against Against Shareholder
17 Require Independent Board Chairman Against Against Shareholder
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PNC FINANCIAL SERVICES GROUP, INC.
Ticker: PNC Security ID: 693475105
Meeting Date: APR 22, 2008 Meeting Type: Annual
Record Date: FEB 29, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard O. Berndt For Withhold Management
1.2 Elect Director Charles E. Bunch For For Management
1.3 Elect Director Paul W. Chellgren For For Management
1.4 Elect Director Robert N. Clay For For Management
1.5 Elect Director George A. Davidson, Jr. For For Management
1.6 Elect Director Kay Coles James For For Management
1.7 Elect Director Richard B. Kelson For For Management
1.8 Elect Director Bruce C. Lindsay For For Management
1.9 Elect Director Anthony A. Massaro For For Management
1.10 Elect Director Jane G. Pepper For For Management
1.11 Elect Director James E. Rohr For Withhold Management
1.12 Elect Director Donald J. Shepard For For Management
1.13 Elect Director Lorene K. Steffes For For Management
1.14 Elect Director Dennis F. Strigl For For Management
1.15 Elect Director Stephen G. Thieke For For Management
1.16 Elect Director Thomas J. Usher For For Management
1.17 Elect Director George H. Walls, Jr. For For Management
1.18 Elect Director Helge H. Wehmeier For For Management
2 Ratify Auditors For For Management
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PRAXAIR, INC.
Ticker: PX Security ID: 74005P104
Meeting Date: APR 22, 2008 Meeting Type: Annual
Record Date: FEB 28, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nance K. Dicciani For For Management
1.2 Elect Director Edward G. Galante For For Management
1.3 Elect Director Ira D. Hall For For Management
1.4 Elect Director Raymond W. LeBoeuf For For Management
1.5 Elect Director Larry D. McVay For For Management
1.6 Elect Director Wayne T. Smith For For Management
1.7 Elect Director H. Mitchell Watson, Jr. For For Management
1.8 Elect Director Robert L. Wood For For Management
2 Require Majority Vote for Non-Contested For For Management
Election
3 Ratify Auditors For For Management
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PROCTER & GAMBLE COMPANY, THE
Ticker: PG Security ID: 742718109
Meeting Date: OCT 9, 2007 Meeting Type: Annual
Record Date: AUG 10, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Rajat K. Gupta For For Management
1.2 Elect Director A. G. Lafley For For Management
1.3 Elect Director Lynn M. Martin For For Management
1.4 Elect Director Johnathan A. Rodgers For For Management
1.5 Elect Director John F. Smith, Jr. For For Management
1.6 Elect Director Ralph Snyderman, M.D. For For Management
1.7 Elect Director Margaret C. Whitman For For Management
2 Ratify Auditor For For Management
3 Prohibit Executive Stock-Based Awards Against Against Shareholder
4 Report on Free Enterprise Initiatives Against Against Shareholder
5 Report on Animal Welfare Against Against Shareholder
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RLI CORP.
Ticker: RLI Security ID: 749607107
Meeting Date: MAY 1, 2008 Meeting Type: Annual
Record Date: MAR 7, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John T. Baily For For Management
1.2 Elect Director Jordan W. Graham For For Management
1.3 Elect Director Gerald I. Lenrow For For Management
1.4 Elect Director Gerald D. Stephens For For Management
2 Declassify the Board of Directors For For Management
3 Increase Authorized Common Stock For Against Management
4 Approve Director/Officer Liability and For For Management
Indemnification
5 Eliminate Right to Act by Written Consent For For Management
6 Reduce Supermajority Vote Requirement For For Management
7 Ratify Auditors For For Management
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ROPER INDUSTRIES, INC.
Ticker: ROP Security ID: 776696106
Meeting Date: JUN 6, 2008 Meeting Type: Annual
Record Date: APR 18, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard Wallman For For Management
1.2 Elect Director Christopher Wright For For Management
2 Amend Omnibus Stock Plan For Against Management
3 Ratify Auditors For For Management
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SALLY BEAUTY HOLDINGS, INC.
Ticker: SBH Security ID: 79546E104
Meeting Date: JAN 24, 2008 Meeting Type: Annual
Record Date: NOV 28, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kathleen J. Affeldt For For Management
1.2 Elect Director Walter L. Metcalfe, Jr. For For Management
1.3 Elect Director Edward W. Rabin For For Management
1.4 Elect Director Gary G. Winterhalter For For Management
2 Ratify Auditors For For Management
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STATE STREET CORP. (BOSTON)
Ticker: STT Security ID: 857477103
Meeting Date: APR 30, 2008 Meeting Type: Annual
Record Date: MAR 7, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director K. Burnes For For Management
1.2 Elect Director P. Coym For For Management
1.3 Elect Director N. Darehshori For For Management
1.4 Elect Director A. Fawcett For For Management
1.5 Elect Director D. Gruber For For Management
1.6 Elect Director L. Hill For For Management
1.7 Elect Director C. LaMantia For For Management
1.8 Elect Director R. Logue For For Management
1.9 Elect Director M. Miskovic For For Management
1.10 Elect Director R. Sergel For Withhold Management
1.11 Elect Director R. Skates For For Management
1.12 Elect Director G. Summe For For Management
1.13 Elect Director R. Weissman For For Management
2 Ratify Auditors For For Management
3 Limit Auditor from Providing Non-Audit Against Against Shareholder
Services
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SUNTRUST BANKS, INC.
Ticker: STI Security ID: 867914103
Meeting Date: APR 29, 2008 Meeting Type: Annual
Record Date: FEB 20, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Patricia C. Frist For For Management
1.2 Elect Director Blake P. Garrett, Jr. For For Management
1.3 Elect Director Douglas Ivester For For Management
1.4 Elect Director Karen Hastie Williams For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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SUPERIOR UNIFORM GROUP, INC.
Ticker: SGC Security ID: 868358102
Meeting Date: MAY 2, 2008 Meeting Type: Annual
Record Date: MAR 12, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gerald M. Benstock For For Management
1.2 Elect Director Michael Benstock For For Management
1.3 Elect Director Alan D. Schwartz For Withhold Management
1.4 Elect Director Manuel Gaetan For For Management
1.5 Elect Director Sidney Kirschner For For Management
1.6 Elect Director Robin Hensley For For Management
1.7 Elect Director Paul Mellini For For Management
2 Ratify Auditors For For Management
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TELEFLEX INC.
Ticker: TFX Security ID: 879369106
Meeting Date: MAY 1, 2008 Meeting Type: Annual
Record Date: MAR 10, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William R. Cook For For Management
1.2 Elect Director George Babich, Jr. For For Management
1.3 Elect Director Stephen K. Klasko For For Management
1.4 Elect Director Benson F. Smith For For Management
2 Approve Omnibus Stock Plan For Against Management
3 Ratify Auditors For For Management
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TRUSTCO BANK CORP NY
Ticker: TRST Security ID: 898349105
Meeting Date: MAY 19, 2008 Meeting Type: Annual
Record Date: MAR 27, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Anthony J. Marinello For For Management
1.2 Elect Director William D. Powers For Withhold Management
2 Ratify Auditors For For Management
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U.S. BANCORP
Ticker: USB Security ID: 902973304
Meeting Date: APR 15, 2008 Meeting Type: Annual
Record Date: FEB 25, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Douglas M. Baker, Jr. For For Management
2 Elect Director Joel W. Johnson For For Management
3 Elect Director David B. O'Maley For For Management
4 Elect Director O'Dell M. Owens For For Management
5 Elect Director Craig D. Schnuck For For Management
6 Ratify Auditors For Against Management
7 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
8 Require Independent Board Chairman Against Against Shareholder
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UNITED TECHNOLOGIES CORP.
Ticker: UTX Security ID: 913017109
Meeting Date: APR 9, 2008 Meeting Type: Annual
Record Date: FEB 12, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Louis R. Chenevert For For Management
1.2 Elect Director George David For For Management
1.3 Elect Director John V. Faraci For For Management
1.4 Elect Director Jean-Pierre Garnier For For Management
1.5 Elect Director Jamie S. Gorelick For For Management
1.6 Elect Director Charles R. Lee For For Management
1.7 Elect Director Richard D. McCormick For For Management
1.8 Elect Director Harold McGraw III For For Management
1.9 Elect Director Richard B. Myers For For Management
1.10 Elect Director H. Patrick Swygert For For Management
1.11 Elect Director Andre Villeneuve For For Management
1.12 Elect Director Christine Todd Whitman For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For Against Management
4 Adopt Principles for Health Care Reform Against Against Shareholder
5 Improve Human Rights Standards or Against Against Shareholder
Policies
6 Pay For Superior Performance Against Against Shareholder
7 Report on Foreign Military Sales Against Against Shareholder
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WAL-MART STORES, INC.
Ticker: WMT Security ID: 931142103
Meeting Date: JUN 6, 2008 Meeting Type: Annual
Record Date: APR 10, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Aida M. Alvarez For For Management
2 Elect Director James W. Breyer For For Management
3 Elect Director M. Michele Burns For Against Management
4 Elect Director James I. Cash, Jr. For For Management
5 Elect Director Roger C. Corbett For For Management
6 Elect Director Douglas N. Daft For For Management
7 Elect Director David D. Glass For For Management
8 Elect Director Gregory B. Penner For For Management
9 Elect Director Allen I. Questrom For For Management
10 Elect Director H. Lee Scott, Jr. For For Management
11 Elect Director Arne M. Sorenson For For Management
12 Elect Director Jim C. Walton For For Management
13 Elect Director S. Robson Walton For For Management
14 Elect Director Christopher J. Williams For For Management
15 Elect Director Linda S. Wolf For For Management
16 Approve Executive Incentive Bonus Plan For For Management
17 Ratify Auditors For For Management
18 Amend EEO Policy to Prohibit Against Against Shareholder
Discrimination based on Sexual
Orientation and Gender Identity
19 Pay For Superior Performance Against Against Shareholder
20 Claw-back of Payments under Restatements Against Against Shareholder
21 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Human Rights
22 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
23 Report on Political Contributions Against Against Shareholder
24 Report on Social and Reputation Impact of Against Against Shareholder
Failure to Comply with ILO Conventions
25 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder
Special Meetings
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WASHINGTON MUTUAL, INC
Ticker: WM Security ID: 939322103
Meeting Date: APR 15, 2008 Meeting Type: Annual
Record Date: FEB 29, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Stephen I. Chazen For For Management
2 Elect Director Stephen E. Frank For Abstain Management
3 Elect Director Kerry K. Killinger For For Management
4 Elect Director Thomas C. Leppert For For Management
5 Elect Director Charles M. Lillis For Abstain Management
6 Elect Director Phillip D. Matthews For Abstain Management
7 Elect Director Regina T. Montoya For For Management
8 Elect Director Michael K. Murphy For For Management
9 Elect Director Margaret Osmer McQuade For Abstain Management
10 Elect Director Mary E. Pugh For Abstain Management
11 Elect Director William G. Reed, Jr. For For Management
12 Elect Director Orin C. Smith For For Management
13 Elect Director James H. Stever For Abstain Management
14 Ratify Auditors For For Management
15 Amend Qualified Employee Stock Purchase For For Management
Plan
16 Require Independent Board Chairman Against Against Shareholder
17 Require a Majority Vote for the Election Against For Shareholder
of Directors
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WEST PHARMACEUTICAL SERVICES, INC.
Ticker: WST Security ID: 955306105
Meeting Date: MAY 6, 2008 Meeting Type: Annual
Record Date: MAR 21, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jenne K. Britell For For Management
1.2 Elect Director Donald E. Morel, Jr. For For Management
1.3 Elect Director John H. Weiland For For Management
1.4 Elect Director Robert C. Young For For Management
1.5 Elect Director Thomas W. Hofmann For For Management
2 Ratify Auditors For For Management
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) FRANKLIN MANAGED TRUST
By (Signature and Title)*/s/GALEN G. VETTER
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Galen G. Vetter,
Chief Executive Officer - Finance and Administration
Date AUGUST 27, 2008
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* PRINT THE NAME AND TITLE OF EACH SIGNING OFFICER UNDER HIS OR HER SIGNATURE.